UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 513, 2025

ARCADIUM LITHIUM PLC

(Exact name of registrant as specified in its charter)

Bailiwick of Jersey

001-38694

98-1737136

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1818 Market Street,

Suite 2550

Philadelphia, PA

United States

19103

Suite 12, Gateway Hub

Shannon Airport House

Shannon, Co. Clare

Ireland

V14 E370

(Address of principal executive offices, including zip code)

215-299-5900

353-1-6875238

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $1.00 per share	ALTM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

~~Term~~As ~~Loan~~previously ~~Credit~~disclosed on a Form 8-K filed with the Securities and Exchange Commission on October 9, 2024, Arcadium Lithium plc, a public limited company incorporated under the Laws of the Bailiwick of Jersey (the “Company” or “Arcadium”), entered into a Transaction Agreement (the “Transaction Agreement”) with Rio Tinto Western Holdings Limited and Rio Tinto BM Subsidiary Limited (“Buyer”), pursuant to which, in accordance with a scheme of arrangement (the “Scheme”) under the Companies (Jersey) Law 1991, at the effective time, all of the ordinary shares, par value $1.00 per share, of the Company (the “Company Shares”), including the Company Shares represented by CHESS depositary interests issued by the Company and listed on the securities exchange operated by ASX Limited, then outstanding will be transferred from the shareholders of the Company to Buyer (or an affiliate of Buyer designated by Buyer in accordance with the terms of the Scheme) in exchange for the right to receive an amount in cash, without interest, equal to $5.85 per Company Share (the “Transaction”).

On ~~January~~February 3013, 2025, in connection with the ~~Company~~Transaction and ~~entered~~pursuant ~~into~~to athe ~~Credit~~Indenture, ~~Agreement~~dated ~~(the~~as ~~“Term~~of ~~Loan~~June ~~Credit~~25, ~~Agreement”)~~2020, by and among ~~Arcadium~~the ~~Lithium Financing IRL Designated Activity~~ Company, asLivent ~~borrower,~~Corporation (“Livent”) and ~~Rio~~U.S. ~~Tinto~~Bank ~~Finance plc~~Trust Company, National Association (as ~~lender~~amended and ~~administrative~~supplemented ~~agent,~~by ~~pursuant~~the toFirst ~~which~~Supplemental ~~Rio~~Indenture ~~Tinto~~thereto, ~~Finance~~dated ~~plc provided~~as aof ~~first~~January ~~lien~~4, ~~secured~~2024, and ~~term~~the ~~loan~~Second ~~facility~~Supplemental inIndenture anthereto, ~~aggregate~~dated ~~principal~~as ~~amount~~ of ~~$200.0~~January ~~million (the “Term Loan Facility”~~1, ~~and~~ ~~the loans thereunder~~2025, the “~~Term Loans~~Indenture”), towhich ~~Arcadium~~Indenture governs ~~Lithium~~Livent’s ~~Financing~~4.125% ~~IRL~~Convertible ~~Designated~~Senior ~~Activity~~Notes ~~Company.~~due ~~The~~2025 ~~proceeds of~~ (the ~~Term~~“Notes”), ~~Loans~~the ~~may~~Company bedelivered ~~used~~to ~~for certain capital expenditures payments of~~ the Trustee ~~Company~~ and ~~its~~the ~~subsidiaries.~~holders ~~The principal amount~~ of the ~~Term~~ ~~Loans,~~Notes ~~together~~a ~~with~~Notice ~~accrued~~of ~~and~~Merger ~~unpaid~~Event ~~interest~~(the ~~thereon,~~“Merger ~~will~~Event ~~be due and payable on September 1, 2027~~Notice”). ~~The~~A ~~Term~~copy ~~Loans~~of ~~may be prepaid by~~ the ~~Company at any time in whole or in part, subject to certain minimum thresholds, without penalty or premium, subject to customary~~Merger ~~breakage~~Event ~~costs~~Notice ~~for~~is ~~certain~~attached ~~types~~hereto ofas ~~loans~~Exhibit 99.1.

The ~~obligations~~information ~~under~~in ~~the Term~~Item ~~Loan~~7.01 ~~Facilities~~is ~~are~~being ~~guaranteed~~furnished byand ~~the~~shall ~~same~~not ~~entities~~be ~~that~~deemed “filed” ~~guarantee~~for the ~~obligations~~purposes ~~under~~of ~~the~~Section ~~amended~~18 ~~and~~of ~~restated~~the ~~credit~~Securities ~~agreement, dated~~Exchange asAct of ~~September 1~~1934, ~~2022 (~~as amended, ~~restated,~~(the ~~amended~~“Exchange ~~and restated~~Act”), ~~supplemented and/~~ or otherwise ~~modified~~subject ~~from time~~ to ~~time~~the ~~prior to~~liabilities ~~the~~of ~~date~~that ~~hereof~~Section, ~~the~~nor ~~“Existing~~shall ~~Revolving~~it ~~Credit~~be ~~Facility”),~~deemed incorporated by ~~and~~reference ~~among~~in ~~the~~any ~~Company,~~filing ~~certain~~made ~~subsidiaries~~by of the Company asunder ~~guarantors,~~ the ~~lenders~~Securities ~~and~~Act ~~issuing~~of ~~banks~~1933, ~~from~~as ~~time~~amended toor ~~time~~the ~~party~~Exchange ~~thereto and Citibank~~Act, ~~N.A.~~except as ~~administrative~~otherwise ~~agent.~~set Inforth ~~addition, the~~herein ~~Term~~or ~~Loan~~as ~~Facility~~shall isbe ~~secured~~expressly set forth by ~~first-priority~~specific ~~liens~~reference onin ~~the~~such ~~same~~a ~~assets that secure the Existing Revolving Credit Facility~~filing.

~~The Term Loans bear interest at adjusted term SOFR (defined as the forward~~Forward-~~looking~~Looking SOFR term rate published by CME Group Benchmark Administration Limited plus 0.10% per annum subject to a floor of zero) plus an applicable margin, as determined in accordance with the provisions of the Term Loan Credit Agreement. Interest is payable on the last day of an interest period.Statements

~~The~~Safe ~~Term~~Harbor ~~Loan~~Statement ~~Credit~~under ~~Agreement~~the Private Securities Litigation Reform ~~contains~~Act ~~customary~~of ~~representations~~1995: ~~and~~Certain ~~warranties~~statements ~~and~~in ~~customary~~this ~~affirmative~~Current ~~and~~Report ~~negative~~on ~~covenants~~Form ~~including~~8-K (this “Form 8-K”) are forward-looking statements. In some cases, ~~among~~we ~~other~~have ~~requirements~~identified forward-looking statements by such words or phrases as “will likely result,” “is confident ~~limitations~~that,” on“expect,” ~~indebtedness~~“expects,” ~~liens~~“should,” ~~fundamental~~“could,” ~~changes~~“may,” ~~advances~~“will continue to,” ~~investments~~“believe,” ~~and~~“believes,” ~~loans~~“anticipates,” ~~sale~~“predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the meaning of ~~assets~~the Private Securities Litigation Reform Act of 1995, ~~sale~~including the negative of those words and phrases. ~~leaseback~~Such ~~transactions~~forward-looking statements are based on our current views and assumptions regarding future events, future business conditions ~~restricted~~and ~~payments~~the outlook for the Company based on currently available information. There are important factors that could cause Arcadium’s actual results, ~~nature~~level of ~~business~~activity, ~~modification~~performance ofor ~~constituent~~achievements ~~documents~~to differ materially from the results, ~~transactions~~level ~~with~~of ~~affiliates~~activity, ~~and~~performance ~~negative~~or achievements ~~pledges.~~expressed ~~Further~~or implied by the forward-looking statements, including the ~~Term~~factors ~~Loan~~described ~~Credit~~under ~~Agreement~~the ~~contains~~caption entitled “Risk Factors” in Arcadium’s 2023 Form 10-K filed with the ~~same~~Securities ~~financial~~and ~~covenants~~Exchange Commission (“SEC”) on February 29, 2024, as well as other SEC filings and public communications. Although Arcadium believes the ~~Existing~~expectations ~~Revolving~~reflected ~~Credit~~in ~~Facility~~the forward-looking statements are reasonable, ~~which~~Arcadium ~~requires~~cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Arcadium nor any other person assumes responsibility for the ~~maintenance~~accuracy and completeness of any of these forward-looking statements. Arcadium is under no duty to update any of athese ~~maximum~~forward-looking ~~leverage~~statements ~~ratio~~after ~~and~~the adate ~~minimum~~of ~~interest~~this ~~coverage~~Form ~~ratio~~8-K to conform its prior statements to actual results or revised expectations.

~~The~~Item Term Loan Credit Agreement contains events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, bankruptcy and insolvency events, material judgments, and events constituting a change of control9.01. ~~Upon~~Financial ~~the~~Statements ~~occurrence~~ and ~~during the continuance of an event of default, the lender may accelerate the obligations under the Term Loan Credit Agreement~~Exhibits.

A copy of the Term Loan Credit Agreement will be filed with the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Term Loan Credit Agreement.

Exhibit		Description
99.1		Notice of Merger Event, dated February 13, 2025.
104		Cover Page Interactive Data File (formatted as Inline XBRL document).

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARCADIUM LITHIUM PLC By: /s/ Gilberto Antoniazzi Name: Title: Gilberto Antoniazzi Vice President and Chief Financial Officer

Date: February 13, 2025	ARCADIUM LITHIUM PLC

	By:	/s/ Gilberto Antoniazzi
		Gilberto Antoniazzi
		Vice President and Chief Financial Officer

Dated: February 5, 2025

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